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ICUI 8-K filings, explained
Every material Form 8-K ICU Medical has filed with the SEC since February 27, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
ICU Medical reported third quarter 2026 GAAP revenue of $560.4 million, up from $537.0 million a year earlier, and GAAP net income of $26.8 million, or $1.07 per diluted share, compared with a net loss of $3.4 million in the prior-year quarter. The company reaffirmed its full-year 2026 guidance and now expects to finish toward the higher end of the range, which matters to shareholders because it signals the company expects its annual results to land near the top of its prior outlook.
Q3 2026 GAAP revenue $560.4 million vs. $537.0 million in Q3 2025; GAAP gross margin 42% vs. 37%
Q3 2026 adjusted diluted EPS $2.44 vs. $2.03 in Q3 2025; adjusted EBITDA $113.9 million vs. $105.9 million
Full-year 2026 guidance reaffirmed: GAAP net income $73 million to $83 million, adjusted EBITDA $415 million to $435 million, adjusted diluted EPS $8.60 to $9.00
Company expects to end fiscal 2026 toward the higher end of the guidance range; results released November 5, 2026
ICU Medical reported second quarter 2026 GAAP revenue of $551.7 million, up 1% from a year earlier, and adjusted diluted earnings per share of $2.37, up from $2.10. GAAP net income fell to $19.1 million from $35.3 million, a year-over-year comparison that includes a $41.8 million gain on the 2025 sale of the IV Solutions business. The company raised its fiscal 2026 guidance, including adjusted EBITDA of $415 million to $435 million and adjusted diluted EPS of $8.60 to $9.00.
Q2 2026 GAAP revenue was $551.7 million, up 1%; organic revenue, excluding the IV Solutions divestiture and currency, rose 6%.
Q2 2026 GAAP diluted EPS was $0.76, versus $1.43 a year earlier, when results included a $41.8 million gain on sale of business.
Adjusted EBITDA was $110.0 million, compared with $100.3 million in Q2 2025.
Fiscal 2026 guidance: GAAP net income raised to $73 million to $83 million from $26 million to $44 million; adjusted diluted EPS raised to $8.60 to $9.00 from $7.75 to $8.45.
ICU Medical reported first quarter 2026 results on May 7, 2026. GAAP revenue fell 12% year over year to $530.2 million, mainly due to the May 1, 2025 divestiture of its IV Solutions business, while GAAP net income swung to $30.1 million from a $15.5 million loss, helped by a $33.4 million tax benefit. The filing does not include new full-year guidance, and adjusted EBITDA was roughly flat at $98.7 million.
GAAP revenue was $530.2 million, down from $604.7 million; non-GAAP organic revenue rose 1% excluding the IV Solutions divestiture and foreign currency.
GAAP net income was $30.1 million, or $1.20 per diluted share, versus a net loss of $15.5 million, or $0.63 per share, a year earlier.
Adjusted diluted EPS was $1.97, up from $1.72; adjusted EBITDA was $98.7 million, versus $99.4 million.
Free cash flow was $27.6 million, down from $36.7 million, and cash and cash equivalents were $288.3 million at March 31, 2026.
ICU Medical's Compensation Committee approved an amendment to its Executive Severance Plan on February 20, 2026, extending the plan's expiration date by three years to December 31, 2028. The change is effective as of December 31, 2025, and the full amendment is filed as Exhibit 10.1.
Compensation Committee approved the amendment to the Executive Severance Plan on February 20, 2026
Amendment extends the plan's expiration date by three years, to December 31, 2028
Change is effective as of December 31, 2025; full text filed as Exhibit 10.1
ICU Medical reported fourth quarter 2025 revenue of $540.7 million, down from $629.8 million a year earlier, and a GAAP net loss of $15.7 million, smaller than the prior-year loss of $23.8 million. Adjusted diluted EPS fell to $1.91 from $2.11, and adjusted EBITDA fell to $98.2 million from $105.5 million. The company also issued fiscal 2026 guidance of GAAP net income of $26 million to $44 million and adjusted EPS of $7.75 to $8.45.
Q4 2025 revenue was $540.7 million versus $629.8 million in Q4 2024; Vital Care fell $110.3 million after the IV Solutions business was disposed of on May 1, 2025
GAAP net loss was $(15.7) million, or $(0.64) per diluted share, versus $(23.8) million, or $(0.97), a year earlier
Adjusted diluted EPS was $1.91 versus $2.11; adjusted EBITDA was $98.2 million versus $105.5 million
Fiscal 2026 guidance: GAAP net income of $26 million to $44 million; adjusted EBITDA of $400 million to $430 million; adjusted EPS of $7.75 to $8.45
ICU Medical reported third quarter 2025 revenue of $537.0 million, down from $589.1 million a year earlier, after disposing of its IV Solutions business on May 1, 2025. Its GAAP net loss narrowed to $(3.4) million, or $(0.14) per diluted share, from $(33.0) million, and it raised its full-year 2025 adjusted EBITDA and adjusted EPS guidance. Shareholders get higher profit measures alongside lower sales.
Q3 2025 revenue was $537.0 million versus $589.1 million in Q3 2024; Vital Care revenue fell to $78.0 million from $164.5 million.
Q3 2025 GAAP net loss was $(3.4) million, or $(0.14) per diluted share, compared with $(33.0) million, or $(1.35), a year earlier.
Q3 2025 adjusted diluted EPS was $2.03 versus $1.59; adjusted EBITDA was $105.9 million versus $94.8 million.
Fiscal 2025 adjusted EPS guidance was raised to $7.35–$7.65 from $6.85–$7.15, and adjusted EBITDA guidance to $395 million–$405 million from $380 million–$390 million.
ICU Medical reported second quarter 2025 revenue of $548.9 million, down from $596.5 million a year earlier, and GAAP net income of $35.3 million, or $1.43 per diluted share, which included a $41.8 million gain on sale of a business. The company also narrowed its 2025 adjusted EBITDA guidance to $380 million to $390 million from $380 million to $405 million, and adjusted diluted EPS guidance to $6.85 to $7.15 from $6.55 to $7.25, so shareholders face lower revenue and a lower top end for adjusted EBITDA guidance despite higher reported profit.
Q2 2025 revenue was $548.9 million versus $596.5 million in Q2 2024; Vital Care revenue fell to $108.0 million from $171.0 million.
GAAP net income was $35.3 million, or $1.43 per diluted share, versus a net loss of $21.4 million, or $0.88 per share, a year earlier.
Adjusted diluted EPS was $2.10 versus $1.56; adjusted EBITDA was $100.3 million versus $91.3 million.
Full-year 2025 adjusted EBITDA guidance high end lowered to $390 million from $405 million; the low end stayed at $380 million.
At its annual meeting on May 13, 2025, ICU Medical stockholders approved a third amendment to the 2011 Stock Incentive Plan, raising the total shares available for issuance to 8,515,510 and the incentive stock option limit by the same 2,150,000 shares. Stockholders also elected all seven director nominees and ratified Deloitte & Touche LLP as the independent auditor for fiscal 2025.
Plan amendment adds 2,150,000 shares, bringing the aggregate to 8,515,510 shares of common stock; the incentive stock option limit rises by the same amount.
All seven director nominees were elected, including Vivek Jain with 21,022,893 votes for and 550,209 withheld.
Advisory simple majority voting proposal passed with 18,429,634 votes for and 3,094,805 against.
Deloitte & Touche LLP was ratified for the fiscal year ending December 31, 2025, with 22,516,651 votes for and 1,165,480 against.
ICU Medical reported first quarter 2025 revenue of $604.7 million, up from $566.7 million a year earlier, and a GAAP net loss of $15.5 million, or $0.63 per diluted share, compared with a $39.5 million loss, or $1.63 per share, in the first quarter of 2024. Adjusted diluted earnings per share rose to $1.72 from $0.96, and CEO Vivek Jain said results were generally in line with company expectations.
Revenue was $604.7 million, compared with $566.7 million in Q1 2024.
GAAP net loss was $15.5 million, or $(0.63) per diluted share, versus $39.5 million, or $(1.63) per share, a year earlier.
Adjusted diluted EPS was $1.72, compared with $0.96 in Q1 2024; adjusted EBITDA was $99.4 million, versus $78.8 million.
GAAP gross margin was 35%, compared with 33% in the prior-year quarter.
ICU Medical reported fourth quarter 2024 revenue of $629.8 million, up from $587.9 million a year earlier, and adjusted diluted EPS of $2.11 versus $1.57. GAAP net loss widened to $23.8 million, or $(0.97) per share, from $17.1 million, or $(0.71) per share, a year earlier. The company also gave fiscal 2025 guidance for GAAP net loss of $(45) million to $(28) million and adjusted EPS of $6.55 to $7.25, excluding a pending IV Solutions joint venture.
Q4 2024 revenue was $629.8 million, versus $587.9 million in Q4 2023; GAAP gross margin was 36.1%, versus 29.2%.
Q4 2024 adjusted EBITDA was $105.5 million, versus $86.3 million; GAAP net loss was $(23.8) million, or $(0.97) per diluted share.
FY2025 guidance: GAAP net loss of $(45) million to $(28) million; adjusted EBITDA of $395 million to $425 million, excluding the IV Solutions joint venture.
The IV Solutions joint venture is expected to close in Q2 2025 and, if so, reduce 2025 adjusted EBITDA guidance by $15 million to $20 million.
ICU Medical reported third quarter 2024 revenue of $589.1 million, up from $553.3 million a year earlier, but swung to a GAAP net loss of $33.0 million from net income of $7.2 million. The company also widened its full-year 2024 GAAP net loss outlook, while narrowing its adjusted EBITDA range, so shareholders face a mixed picture on reported results and updated guidance.
Q3 2024 revenue was $589.1 million, up from $553.3 million in Q3 2023.
GAAP net loss was $33.0 million, or $1.35 per diluted share, versus net income of $7.2 million, or $0.30 per share, a year earlier.
Adjusted diluted EPS was $1.59 versus $1.57, and adjusted EBITDA was $94.8 million versus $89.8 million.
FY2024 GAAP net loss outlook moved to $122 million to $130 million from $108 million to $118 million; adjusted EBITDA outlook is now $355 million to $365 million.
ICU Medical's board appointed Daniel Woolson, 48, as President on September 30, 2024, effective immediately. Woolson has been Corporate Vice President and General Manager of Infusion Systems since 2017. The filing does not describe any financial impact or change to the company's outlook.
Board appointed Daniel Woolson, 48, as President on September 30, 2024, effective immediately
Woolson has served as Corporate Vice President, General Manager – Infusion Systems since 2017
Previously President, Respiratory Solutions at Becton Dickinson from March 2015 to November 2016
ICU Medical reported second quarter 2024 revenue of $596.5 million, up from $549.3 million a year earlier, but its GAAP net loss widened to $21.4 million, or $0.88 per share, from $9.9 million, or $0.41 per share. The company also narrowed its full-year 2024 guidance, raising the low end of its adjusted diluted EPS range to $4.95 from $4.40, which shareholders will weigh against lower second quarter adjusted EPS of $1.56 versus $1.88.
Second quarter revenue was $596.5 million versus $549.3 million; GAAP gross margin was 35% in both periods.
Adjusted diluted EPS was $1.56 versus $1.88, and adjusted EBITDA was $91.3 million versus $98.1 million.
FY2024 adjusted EBITDA guidance narrowed to $345 million to $365 million from $330 million to $370 million.
FY2024 adjusted diluted EPS guidance updated to $4.95 to $5.35 from $4.40 to $5.10; GAAP net loss guidance narrowed to $(118) million to $(108) million.
ICU Medical reported first quarter 2024 revenue of $566.7 million, down slightly from $568.6 million a year earlier, and a GAAP net loss of $39.5 million, or $1.63 per diluted share, versus a $9.8 million loss, or $0.41 per share, in the first quarter of 2023. Adjusted diluted earnings per share fell to $0.96 from $1.74, and adjusted EBITDA fell to $78.8 million from $102.0 million, so headline profit measures declined for shareholders.
Q1 2024 revenue was $566.7 million versus $568.6 million in Q1 2023.
GAAP net loss was $39.5 million, or $1.63 per diluted share, versus a $9.8 million loss, or $0.41 per share, a year earlier.
Adjusted diluted EPS was $0.96 versus $1.74; adjusted EBITDA was $78.8 million versus $102.0 million.
The filing includes a fiscal year 2024 outlook showing a GAAP net loss of $127 million to $110 million and adjusted diluted EPS of $4.40 to $5.10.
William Seeger, a director of ICU Medical, resigned from the company's board and its Audit and Compliance Committee effective immediately, as Smiths Group's nominated director, in anticipation of his retirement from the Smiths Group board on May 31, 2024. The filing states the resignation did not result from any disagreement with the company or any matter relating to its operations, policies or practices, and that Smiths Group keeps the right to designate a board member while it owns at least 5% of the company's common stock.
William Seeger resigned from the ICU Medical board and Audit and Compliance Committee, effective immediately
Seeger's resignation is tied to his planned retirement from the Smiths Group plc board on May 31, 2024
The filing states no disagreement with the company or matter relating to its operations, policies or practices
Smiths Group may keep designating a board member while it owns at least 5% of ICU Medical common stock, per the January 6, 2022 Shareholders Agreement
ICU Medical reported fourth quarter 2023 revenue of $587.9 million, up from $578.0 million a year earlier, but its GAAP net loss widened to $(17.1) million, or $(0.71) per diluted share, from $(15.5) million, or $(0.65), in the prior-year quarter. Adjusted diluted EPS was $1.57 versus $1.60, and adjusted EBITDA was $86.3 million versus $96.4 million, so higher sales did not translate into higher profit on either measure. The company also issued fiscal 2024 guidance calling for a GAAP net loss of $(88) million to $(71) million and adjusted EBITDA of $330 million to $370 million.
Q4 2023 revenue was $587.9 million versus $578.0 million; GAAP gross margin was 29% versus 30%.
GAAP net loss was $(17.1) million, or $(0.71) per diluted share, versus $(15.5) million, or $(0.65), a year earlier.
Adjusted diluted EPS was $1.57 versus $1.60; adjusted EBITDA was $86.3 million versus $96.4 million.
Fiscal 2024 guidance: GAAP net loss of $(88) million to $(71) million; adjusted diluted EPS of $4.40 to $5.10.
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